Areas of Expertise

I have experience with a wide variety of issues confronting businesses. A sampling of skills and projects is listed below.

Technology and Commercial Transactions

Content and revenue sharing agreement for online portal company
NRE/Co-Development Agreement to assist online software business to obtain financing to complete development of software
Multi-part license agreement for software components to be incorporated in electronic device as well as on accompanying CD-ROM
Settlement agreement embodying license and non-competition provisions
Severance and settlement agreement involving contractor who withheld material developed on client's behalf

Assist clients to evaluate intellectual property assets, develop strategies for protection and exploitation
Prosecute trademark applications to registration through multiple rounds of examiner comments

Negotiate and draft executive employment agreements
Advise clients, draft documents regarding adoption and use of stock option plans, phantom stock participation, other equity compensation schemes

Advise clients on policies and procedures to facilitate governance, minimize liabilities of companies, directors and officers
Assist clients with Sarbanes-Oxley and SEC rule compliance

Company-side and investor-side counsel in venture capital financings
Prepare disclosure materials for private placement offerings of debt, convertible debt and equity securities
Plan and supervise shareholder meetings for public and privately held clients, including preparation of proxy statements, solicitation of proxies

Seller's counsel in sale of significant subsidiary of publicly held company for a combination of cash, stock and earn-out
Buyer's counsel in acquisition of software business for cash, stock and earn-out

Advise clients on: entity formation, capitalization structures, appropriate employment practices